LIQUIDITY SERVICES INC — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2021-01-01

Reporting Person: Rozdilsky Nicholas (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-01	Common Stock	M	626	—	Acquired	19293	Direct
2021-01-01	Common Stock	M	1827	—	Acquired	21120	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-01	Employee Stock Grant	$	M	1050	Disposed	2023-01-01	Common Stock (3150.0)	Direct
2021-01-01	Employee Stock Grant	$	M	3063	Disposed	2024-01-01	Common Stock (12250.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Grant	$	2022-08-01	Common Stock (18750.0)	18750	Direct
Employee Stock Option	$6.95	2028-08-01	Common Stock (25000.0)	25000	Direct
Employee Stock Grant	$	2028-12-04	Common Stock (4200.0)	4200	Direct
Employee Stock Option	$6.11	2028-12-04	Common Stock (25900.0)	25900	Direct
Employee Stock Option	$6.11	2028-12-04	Common Stock (25900.0)	25900	Direct
Employee Stock Grant	$	2024-01-01	Common Stock (12250.0)	12250	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (29200.0)	29200	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (29200.0)	29200	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (38800.0)	38800	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (38800.0)	38800	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (7000.0)	7000	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (7000.0)	7000	Direct

Footnotes

F1: Represents the net issuance of 626 shares from the vesting of 1,050 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 424 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.

F2: Represents the net issuance of 1,827 shares from the vesting of 3,063 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 1,236 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.

F3: Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

F4: Twenty-five percent of this restricted stock grant vested on August 1, 2019 and thereafter, an additional 1/4th will vest on each of August 1, 2020, August 1, 2021, and August 1, 2022.

F5: Twenty-five percent of this option grant vested on August 1, 2019 and thereafter, an additional 1/48th will vest each month for thirty-six months.

F6: Represents the vesting of restricted stock units.

F7: Twenty-five percent of this restricted stock unit grant vested on January 1, 2020 and thereafter, an additional 1/4th vests on each of January 1, 2021, January 1, 2022, and January 1, 2023.

F8: These restricted stock units vest, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a the issuer's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock.

F9: This option becomes exercisable, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a the issuer's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock.

F10: 15/48th of this option grant will vest on January 1, 2020 and thereafter, an additional 1/48th will vest each month for thirty-three months.

F11: Twenty-five percent of this restricted stock grant vested on January 1, 2021 and thereafter, an additional 1/4th vests on each of January 1, 2022, January 1, 2023 and January 1, 2024.

F12: 12/48th of this option grant vested on January 1, 2021 and, thereafter, an additional 1/48th vests each month for thirty-six months.

F13: This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F14: 12/48th of this option grant will vest on January 1, 2022 and thereafter, an additional 1/48th will vest each month for thirty-six months.

F15: These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F16: Twenty-five percent of this restricted stock unit grant will vest on January 1, 2022 and thereafter, an additional 1/4th will vest on each of January 1, 2023, January 1, 2024 and January 1, 2025.